TGS ASA

AGM Information • Jan 3, 2023

TGS: Final result of mandatory offer to acquire all shares in Magseis Fairfield ASA

TGS: Final result of mandatory offer to acquire all shares in Magseis Fairfield ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,

THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

Oslo, Norway (3 January 2023) - Reference is made to the mandatory offer dated

10 November 2022 (the "Mandatory Offer" or the "Offer") to acquire all shares in

Magseis Fairfield ASA ("Magseis Fairfield" or the "Company", OSE: MSEIS) that

are not already owned by TGS ASA ("TGS" or the "Offeror", OSE: TGS) at an offer

price of NOK 8.08 in cash per share. The acceptance period for the Mandatory

Offer expired on 21 December 2022 at 16:30 (CET).

Upon expiry of the acceptance period for the Mandatory Offer, the Offeror had

received valid acceptances for in total 59,835,056 Magseis Fairfield shares,

equaling approximately 22% of the outstanding shares and votes in the Company.

Following completion of the Mandatory Offer and subject to due settlement of the

shares for which acceptances are received, the Offeror will own 264,890,034

Magseis Fairfield shares, equaling approximately 97,49% of the outstanding

shares and votes in the Company.

In accordance with the terms of the Mandatory Offer, settlement will be made

promptly and no later than within 14 days after expiry of the Acceptance Period.

The latest date on which settlement of the Mandatory Offer will be made is

accordingly on 4 January 2023.

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for

the Mandatory Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS.

Arctic Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS

acts as legal advisor to Magseis Fairfield.

Contacts:

TGS: Sven Børre Larsen, CFO

Tel: +47 909 43 673

Email: investor@tgs.com (mailto:investor@tgs.com)

Important notice:

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

It may be unlawful to distribute this announcement in certain jurisdictions.

This announcement is not for distribution in Australia, Canada, the Hong Kong

special administrative region of the People's Republic of China, Japan, South

Africa, the United States or to any other jurisdiction where such distribution

would be unlawful. The information in this announcement does not constitute an

offer of securities for sale in such jurisdictions. Persons into whose

possession this release comes should inform themselves about and observe any

such restrictions. Any failure to comply with these restrictions may constitute

a violation of the securities laws of any such jurisdiction. This announcement

does not constitute an offer for sale of, or a solicitation of an offer to

purchase or subscribe for, any securities in the United States.

Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their

affiliates or any of their respective directors, officers, employees, advisers,

agents or any other person(s) accept any responsibility or liability whatsoever

for, or make any representation or warranty, express or implied, as to the

accuracy, completeness or fairness of the information or opinions in this

announcement (or whether any information has been omitted from this

announcement) or any other information relating the Mandatory Offer, TGS or

Magseis Fairfield.

Mandatory Offer Restrictions

The distribution of the Mandatory Offer Document and the making of the Mandatory

Offer may in certain jurisdictions ("Restricted Jurisdictions") be restricted by

law. Therefore, persons obtaining the Mandatory Offer Document or into whose

possession the Mandatory Offer Document otherwise comes, are required to, and

should inform themselves of and observe, all such restrictions. The Offeror and

the Receiving Agent do not accept or assume any responsibility or liability for

any violation by any person whomsoever of any such restriction.

The Mandatory Offer Document is not directed to persons whose participation in

the Mandatory Offer requires that further offer documents are issued or that

registration or other measures are taken, other than those required under

Norwegian law, provided, however, that the Mandatory Offer is made to Magseis

Fairfield shareholders resident in the United States, see further below. No

document or materials relating to the Mandatory Offer may be distributed in or

into any jurisdiction where such distribution or offering requires any of the

aforementioned measures to be taken or would be in conflict with any law or

regulation of such a jurisdiction. In the event of such distribution or offering

still being made, an Acceptance Form sent from such a country may be

disregarded.

The Mandatory Offer Document does not represent an offer to acquire or obtain

securities other than Magseis Fairfield shares. The Mandatory Offer is not open

to any Magseis Fairfield shareholder in any jurisdiction in which it is unlawful

for any person to receive or accept the Mandatory Offer. No action has been

taken to permit the distribution of the Mandatory Offer in any jurisdiction

where action would be required for such purposes (except Norway).

The Mandatory Offer is not being made and will not be made, directly or

indirectly, in or into the Restricted Jurisdictions. The Mandatory Offer

Document, and any and all materials related thereto, should not be sent or

otherwise distributed in or into the Restricted Jurisdictions, and the Mandatory

Offer cannot be accepted by any such use, means or instrumentality, in or from

within Restricted Jurisdictions. Accordingly, copies of the Mandatory Offer

Document and any related materials are not being, and must not be, sent or

otherwise distributed in or into or from any Restricted Jurisdiction or, in

their capacities as such, to custodians, trustees or nominees holding shares in

Magseis Fairfield for persons in any Restricted Jurisdictions, and persons

receiving any such documents (including custodians, nominees and trustees) must

not distribute or send them in, into or from any Restricted Jurisdiction. Any

purported acceptance of the Mandatory Offer resulting directly or indirectly

from a violation of these restrictions will be invalid.

Notice to U.S. Investors

The Mandatory Offer is being made for securities of a Norwegian company, and

Magseis Fairfield Shareholders in the United States should be aware that the

Mandatory Offer Document and any other documents relating to the Mandatory Offer

have been or will be prepared in accordance with Norwegian law, format and

style, all of which differ from those in the United States. All financial

information that is included in the Mandatory Offer Document, or any other

documents relating to the Mandatory Offer, have been or will be prepared in

accordance with the International Financial Reporting Standards as adopted by

the EU (the "IFRS") and may not be comparable to financial statements of

companies in the United States or other companies whose financial statements are

prepared in accordance with U.S. generally accepted accounting principles.

Neither the U.S. Securities and Exchange Commission ("SEC") nor any U.S. state

securities commission has approved or disapproved the Mandatory Offer or passed

any comment upon the adequacy or completeness of the Mandatory Offer Document.

Any representation to the contrary is a criminal offence in the United States.

Nothing in the Mandatory Offer Document shall be deemed an acknowledgement that

any SEC filing is required or that an offer requiring registration under the

U.S. Securities Act may ever occur in connection with the Mandatory Offer. The

Mandatory Offer will be made in the United States pursuant to Section 14(e) of,

and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended

(the "U.S. Exchange Act"), and otherwise in accordance with the requirements of

Norwegian law. Accordingly, the Mandatory Offer will be subject to disclosure

and other procedural requirements, including with respect to withdrawal rights

that are different from those applicable under United States domestic tender

offer procedures and law, as described elsewhere in the Mandatory Offer

Document.